0000950170-24-005774.txt : 20240119 0000950170-24-005774.hdr.sgml : 20240119 20240119160505 ACCESSION NUMBER: 0000950170-24-005774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240118 FILED AS OF DATE: 20240119 DATE AS OF CHANGE: 20240119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Essex Woodlands Fund IX-GP, L.P. CENTRAL INDEX KEY: 0001652285 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 24545579 BUSINESS ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813648338 MAIL ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EW Healthcare Partners, L.P. CENTRAL INDEX KEY: 0001612343 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 24545581 BUSINESS ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-364-1555 MAIL ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER NAME: FORMER CONFORMED NAME: Essex Woodlands Fund IX, L.P. DATE OF NAME CHANGE: 20140701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EW Healthcare Partners-A, L.P. CENTRAL INDEX KEY: 0001736240 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 24545580 BUSINESS ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813648338 MAIL ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Essex Woodlands IX, LLC CENTRAL INDEX KEY: 0001652286 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 24545578 BUSINESS ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813648338 MAIL ADDRESS: STREET 1: 21 WATERWAY AVENUE, SUITE 225 CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Venus Concept Inc. CENTRAL INDEX KEY: 0001409269 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 061681204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 BUSINESS PHONE: 877-848-8430 X117 MAIL ADDRESS: STREET 1: 235 YORKLAND BLVD. STREET 2: SUITE 900 CITY: TORONTO STATE: A6 ZIP: M2J 4Y8 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics, Inc. DATE OF NAME CHANGE: 20171121 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Robotics Inc DATE OF NAME CHANGE: 20070808 4 1 ownership.xml 4 X0508 4 2024-01-18 0001409269 Venus Concept Inc. VERO 0001612343 EW Healthcare Partners, L.P. 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS TX 77380 false false true true See footnotes 1 and 2 0001736240 EW Healthcare Partners-A, L.P. 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS TX 77380 false false true false 0001652285 Essex Woodlands Fund IX-GP, L.P. 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS TX 77380 false false true false 0001652286 Essex Woodlands IX, LLC 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS TX 77380 false false true false false Secured Subordinated Convertible Notes 2024-01-18 4 P false 2000000 A 2024-01-18 2025-12-09 Common Stock 1598722 2000000 I See footnote The secured subordinated convertible notes in the aggregate principal amount of $2,000,000.00 (the "Notes") are convertible at any time into an aggregate 1,598,722 shares of common stock, $0.0001 par value per share ("Common Stock"), of Venus Concept Inc., at a conversion rate of 799.3605 shares of Common Stock for each $1,000.00 principal amount of Notes, 1,536,890 of which are held by EW Healthcare Partners, L.P. ("EWHP"), and 61,832 of which are held by EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds"). Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of the EWHP Funds. Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares"). The managers of the General Partner are Martin P. Sutter, Scott Barry, Ron Eastman, Petri Vainio and Steve Wiggins (collectively, the "Managers") and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, EW Fund IX GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein. EW Healthcare Partners, L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill 2024-01-19 EW Healthcare Partners-A, L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill 2024-01-19 Essex Woodlands Fund IX-GP, L.P.; By Essex Woodlands IX, LLC, its General Partner; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill 2024-01-19 Essex Woodlands IX, LLC; By Scott Barry, Manager; By Gregory L. Hill, Attorney-in-Fact, /s/ Gregory L. Hill 2024-01-19